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Stockholders Equity: Issuing Stock, Components, and Dividends, Summaries of Finance

An overview of stockholders equity, discussing the advantages and disadvantages of issuing stock, the relationship between income and dividends, and the components of the stockholders equity section of the balance sheet. It covers the concepts of common and preferred stock, par value, and retained earnings.

What you will learn

  • How is retained earnings calculated?
  • How does income affect retained earnings?
  • What is the difference between common and preferred stock?
  • What are the advantages and disadvantages of issuing stock?
  • What are the two general categories of contributed capital (stock)?

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Harcourt, Inc. 11-1
Chapter 11
Stockholders' Equity
Key Concepts
n What is included in stockholders' equity?
n What is the result of a sale of stock?
n What are the differences between the classes of capital stock?
n How does treasury stock affect stockholders' equity?
n How is a cash dividend different from a stock dividend?
n What is the difference between a stock dividend and a stock split?
n How do stockholders' equity transactions affect cash?
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Harcourt, Inc. 11-

Chapter 11

Stockholders' Equity

Key Concepts

n What is included in stockholders' equity?

n What is the result of a sale of stock?

n What are the differences between the classes of capital stock?

n How does treasury stock affect stockholders' equity?

n How is a cash dividend different from a stock dividend?

n What is the difference between a stock dividend and a stock split?

n How do stockholders' equity transactions affect cash?

FINANCIAL ACCOUNTING INSTRUCTOR’S MANUAL

11-2 Harcourt, Inc.

An Overview of Stockholders Equity

Financing is available in two forms:

n Debt is borrowed capital from banks or other creditors

n Equity is capital invested by the company’s owners through issuing stock

Advantages of issuing stock (Exhibit 11-1):

n Flexibility

n Stock is easily traded on open markets

n Stock usually provides a higher return to investors than debt

Disadvantages of issuing stock (Exhibit 11-1):

n Control of the company is more widely distributed

n Dividends are not tax deductible, whereas interest on debt can be deducted

n Additional capital stock decreases certain key ratios, such as Earnings Per Share

How Income and Dividends Affect Retained Earnings

LO 1 Components of the Stockholders' Equity Section of the Balance Sheet

For a corporation: Assets = Liabilities + Stockholders' Equity

n Stockholders' Equity = Contributed Capital + Retained Earnings

  • or, stock sold to stockholders + income earned and not paid as dividends

Two general categories of contributed capital (stock):

n Common stock

  • votes to elect officers, establish governing rules
  • often more than one class

n Preferred stock

Number of shares of stock:

n Authorized : maximum shares corporation will be allowed to issue

n Issued : shares which have been sold or transferred to stockholders, however this does not

necessarily mean the number of shares currently outstanding

n Outstanding : shares actually in the hands of stockholders

  • sometimes a company repurchases shares and holds them as treasury stock ♦ not counted as outstanding shares

n Treasury: shares which have been repurchased by the corporation, it is not part of the number

of shares outstanding

Par value is an arbitrary amount stated on the face of the stock certificate and represents the legal capital of the corporation.

n Generally very low, fulfills legal requirements.

n Not the value of the stock, or the issue price

n Legal requirements depend on state of incorporation

n Some states do not require corporations to indicate a par value

n Some states require stated value instead of par value

FINANCIAL ACCOUNTING INSTRUCTOR’S MANUAL

11-4 Harcourt, Inc.

Cash (asset) increases and Common Stock and Additional-Paid-in-Capital (both shareholders’ equity accounts) increase.

  • for no-par stock there is no additional paid-in capital account

n Stock exchanged for noncash items must be recorded at the fair market value of the stock or

the property, whichever is most readily determined

LO 4 Treasury Stock

Treasury stock is created when a company buys back (repurchases) its own stock sometime after issuing it.

n Corporation's own stock, previously issued to shareholders

n Must be repurchased from stockholders

n Stock is not retired, but held for some purpose

  • bonuses or benefits
  • maintain favorable market price
  • improve ratios
  • maintain control and ownership, ward off hostile takeover

Treasury stock is not outstanding , and has no voting rights.

Purchase of treasury stock:

n No direct effect on common stock account

n Increase Treasury Stock , a contra account in equity (not an asset)

n Treasury stock is subtracted from subtotal of contributed capital and retained earnings

accounts

Resale of treasury stock:

n At greater than cost

  • create Additional Paid-In Capital (APIC)—Treasury Stock account

n At less than cost

  • deduct from APIC—Treasury Stock
  • if account does not exist, deduct from retained earnings
  • APIC can never have a negative balance

n No income statement accounts affected in treasury stock transactions, only stockholders'

equity accounts

Retirement of stock : bought back with no intention of reissuing

n Company may wish to eliminate a particular class of stock or group of stockholders

n Remove from capital stock account at original issue price

n Remove any paid-in capital that resulted from the original issue

n If retired at less than its issue price, reflect the difference in Paid-In Capital from Stock

Retirement account

n If retired at more than its issue price, the difference reduces retained earnings

Cash dividends reduce retained earnings when declared.

n Create a liability, Dividend Payable, on the date they are declared

n Payment reduces liability, does not affect retained earnings

CHAPTER 11 — STOCKHOLDERS’ EQUITY

Harcourt, Inc. 11-

n Requires sufficient cash, and adequate balance of retained earnings

n A dividend is not an expense on the income statement

Cash Dividends for Preferred and Common Stock LO 5

When more than one class of stock is outstanding, cash dividends must be allocated between them.

n Calculate amount due preferred shareholders first, per the terms of the stock

  • noncumulative preferred stock receives only this year's dividend
  • cumulative preferred shareholders must also receive all dividends in arrears , that is, dividends from any previous year in which the company did not pay or distribute dividends ♦ calculate dividends in arrears on preferred stock ♦ add the current year's preferred dividend ♦ subtract this subtotal from the total dividend to be paid to find the amount available for distribution to common stockholders
  • for cumulative and participating preferred stock ♦ calculate dividends in arrears and current preferred dividend as above ♦ distribute an equal percentage to common at agreed-on rate ♦ divide remainder of dividend monies between preferred and common stockholders, based on agreed algorithm, for example, the proportion of each type of stock to total par value

n Subtract preferred stockholders' share from total dividends available to find total amount due

common shareholders

n Calculate per share amount for common and preferred shares

n Cumulative and participating features make preferred stock more attractive to investors, but

company must avoid diminishing the attractiveness of their common stock when investors see less dividend money available to common shareholders after preferred stockholders receive their allocation

Stock Dividends LO 6

Company may issue shares of its own stock in lieu of paying cash dividends to stockholders.

n Not enough cash for a cash dividend

n Does not require the use of corporate resources and allows cash to be retained for other

purposes

n Increase the number of shares of stock outstanding and decreases market price of the stock if

the dividend is large

  • lower stock price is more attractive to investors

n Not taxable for recipient, so wealthier investor may find it attractive

n Declared and paid in manner similar to cash dividend

n Small stock dividend (less than 20–25%) is usually recorded at market value of stock on date

of declaration, since it is considered unlikely to have a material effect on stock price

  • common stock dividend distributable is not a liability (no assets will be required to satisfy it), but is merely part of equity on company's balance sheet
  • reclassifies dollars from retained earnings to paid-in capital, with no effect on total stockholders’ equity
  • large stock dividend (greater than 20–25%) considered likely to affect stock price, but exact amount is not known

CHAPTER 11 — STOCKHOLDERS’ EQUITY

Harcourt, Inc. 11-

How Changes in Stockholders' Equity Affect the Statement of Cash Flows LO 10

Issue and repurchase of stock and payment of dividends are financing items.

n Issue of stock results in cash inflow

n Repurchase or retirement represents cash outflow

n Cash dividends are outflows of cash

  • outflow occurs not on declaration date, but on payment date

FINANCIAL ACCOUNTING INSTRUCTOR’S MANUAL

11-8 Harcourt, Inc.

Lecture Suggestions

LO 1 Ask students to review the assignment for^ LO 2 ,^ Chapter 1 , on forming a corporation. What were the State’s requirements related to the issue of stock?

LO 3 Students will enjoy a discussion at this time of the stock market, including the difference between an issue of stock by the company, and the purchase of stock from another existing stockholder. Many students are unaware that an exchange between existing stockholders has no effect at all on the company’s balance sheet, but only increases cash for one stockholder and stock holdings for another. Show students a section of the Wall Street Journal’s New York Stock Exchange’s Composite Transactions. If you show the section with Berkshire Hathaway, you can use it to illustrate the effect of not paying either cash or stock dividends, or having stock splits.

LO 4 Discuss why income is not affected by either "gains" or "losses" on the reselling of treasury stock. If the company invests in the stock of another company and sells that stock, a gain or loss is recorded. Explain why the company does not have the same result when it sells its own stock, which many students view as a logical result. Emphasize that the company is dealing in its own equity , not a revenue-generating commodity or investment. When stock is originally sold at greater than par value, additional paid-in capital is created. When stock is repurchased, it is on "hold" in the treasury stock account. If that treasury stock is resold for precisely the purchase price, the net effect is zero. If treasury stock is resold for more than the purchase price, more additional paid-in capital has been created. If the resale is for less than the purchase price, then either the paid-in capital account must be reduced, or lacking an APIC account, in effect a bonus, or dividend, is being given to the stockholders who purchase the stock, so retained earnings is reduced.

LO 6 The idea that total equity remains the same is not always understood by students. Do a "before" and "after" example in class to illustrate. For example, the three stockholders’ equity sections for Shah company in LO 6 in the textbook can be compared on an overhead transparency.

LO 7 Add a stock split to the comparison from the previous suggestion. Prepare another stockholders’ equity section showing the effect of a 2:1 stock split instead of a 100% stock dividend.

FINANCIAL ACCOUNTING INSTRUCTOR’S MANUAL

11-10 Harcourt, Inc.

n Should Ford’s common shareholders have any concerns about this transaction?

n Is the fact that the Preferred Securities issued by the Trust are cumulative important?

Solution

n Common stockholders are always interested in any outstanding preferred stock, since

preferred dividends reduce the cash available for common dividends. The fact that these dividends are converted to debt by the time they reach the parent company does not change the fact that they are still an obligation that reduces the cash available for distribution to common shareholders. Of course the company would maintain that they are enabled by these transactions to increase profitability, and that this outweighs the above disadvantage. Common stockholders need to keep an eye on the bottom line and future dividend declarations to determine what real effect if any takes place.

n The fact that the shares are cumulative reinforces these points.

Food for thought: Mandatory redeemable preferred stock Your textbook describes callable preferred stock as preferred stock which the company has the right to buy back (retire) at a specified price. An article in Business Week described another type of preferred stock known as “mandatory redeemable preferred stock,” (MRPS) which the investor can, under specified conditions, require the company to buy back.^1

n Are MRPS equity, or are they really debt?

n Where would you classify MRPS on the balance sheet?

n What disadvantages does MRPS have for the issuing company? What are the advantages?

n Stock is freely traded and investors could sell the shares on the open market even without the

redemption option. Why then would an investor find the mandatory redemption feature attractive?

Solution

n It is called preferred stock, so technically it is equity. However, the article points out, it costs

like debt, and has features of both. Students can discuss the differences between equity and debt, and consider the form versus the substance of this financing instrument.

n According to the article, the Securities and Exchange Commission believes MRPS belongs on

the balance sheet in between equity and debt, so many companies literally leave it hanging there alone in limbo with no label. This is a good question for students to consider because it has no “right” answer.

n Begin with the big advantage. Since it is, technically, equity, it allows the company to borrow

money without adding debt to the balance sheet. Also, dividends, unlike interest, are not mandatory. The disadvantage is the redemption feature, which could leave the company at the mercy of the investors who have the ability to call back their money at a time that may not be convenient for the company.

n For the investor, the ability to sell the stock on the open market may not be as useful as it

seems if the stock has declined considerably in value. The redemption price will have been set by the terms of the stock certificate and may give investors a better choice than the market, a valuable option.

This type of security is another example for students of why it is so necessary to look carefully at balance sheet items. In this case, the reader may have to study the footnotes to realize that this preferred stock is very close to debt—in fact it could under certain circumstances become a current liability—and might change the opinion of a potential investor or lender. This last point can be used to

(^1) Business Week, November 7, 1988, James Norman, “How To Juggle Numbers So the Debt Doesn't Show.”

CHAPTER 11 — STOCKHOLDERS’ EQUITY

Harcourt, Inc. 11-

begin a brief class discussion about off balance sheet financing and how companies can disguise the real nature of balance sheet items if the reader of the statements is not thorough.

Stock Issued for Cash LO 3

Food for thought: Vermont Teddy Bear Co.

In November 1993, Vermont Teddy Bear Co., a privately held company, “went public” by offering 1 million shares of their stock (about 20% of the company) to the public at $7.50 per share.^2 This is known as an IPO, or Initial Public Offering.

n How do you suppose Vermont Teddy Bear, or any company, determines the price at which

they will initially offer their stock for public sale? Is this an arbitrary number?

n Does the offering of shares guarantee that the company will receive $7.5 million? What

happens if no one buys at $7.50?

n What advantage is there for the current owners of the company to dilute their share of the

company by offering a 20% stake to outsiders?

n Based on what you have studied about companies thus far, what are the two most likely uses

to which Vermont Teddy Bear might put the proceeds of the offering?

n As a potential investor, what information would you want from Vermont Teddy Bear to

enable you to make a decision about whether you want to own their stock, how many shares you want, and what price you are willing to pay? Is the product important? (For your information, they sell huggable hand-sewn teddy bears, in a variety of sizes, priced from around $60 at the bottom end, to over $650 at the top end.)

Solution

n The initial offering price is based on a company's balance sheet position, and its operating

results, in comparison with similar companies already publicly traded. The price is usually developed with the help of an investment banker. The offering price is in no way arbitrary. The company wants to ask a price that will be acceptable to the public, without undervaluing the company.

n There is no guarantee that a company will receive exactly the offering price. In the happy

event that demand exceeds expectations the company receives more than they expected. For example, Boston Chicken’s IPO, priced at $20, soared to $48.50 by the end of the first day^3. In other cases, the price a company receives may actually be lower than what had been hoped. If it becomes clear that the price is going to be unacceptably low, the company may even withdraw the offering, as Dr Pepper/Seven-Up Cos. did in 1992.^4 Vermont Teddy Bear was a highly successful offering. Trading opened at $10, and went as high as $19, closing at $16.75^5.

n The owners of the company need cash to expand the company, do not have sufficient personal

means to supply it, and do not wish to, or cannot, borrow.

(^2) The Boston Globe, November 21, 1993, Ronald Rosenberg, “Vermont Teddy Bear Has High Hopes

Stock Offering Won't Hibernate.” (^3) The Wall Street Journal, November 10, 1993, William Power, “Boston Chicken Soars By 143% On

Its IPO Day.” (^4) The Wall Street Journal, July 2, 1992, Bob Ortega, “Dr Pepper Withdraws Stock Offering, Citing

Weakness in the Market for IPO's.” (^5) The New York Times, November 24, 1993, Michael Janofsky, “Vermont Teddy Bears Get a Big Hug

From Investors.”

CHAPTER 11 — STOCKHOLDERS’ EQUITY

Harcourt, Inc. 11-

Company March 24, 2000 52 week high 52 week low K2 7 ¾ 11 5/8 6 3/ Gateway 58 84 28 3/ McDonald’s 35 3/16 49 9/16 29 13/ The Gap 47 13/16 53 ¾ 29 5/ Circuit City 47 7/8 53 7/8 29 5/ PepsiCo 33 ½ 41 ½ 29 11/ Time-Warner 101 1/16 104 11/16 57 3/ J. C. Penney 15 7/16 54 7/16 13 5/ Coca Cola 47 70 7/8 42 7/ Whirlpool 58 78 ¼ 48 5/ IBM 115 ¼ 139 3/16 81 1/ Wrigley 73 7/16 98 59 7/

Stock prices change for a wide variety of reasons. Stock splits, changes in the economy, world affairs, consumer habits, acquisitions or dispositions of business segments, weather, can all cause a company’s stock to rise or fall. Students’ attention should also be directed to factors like the relative prices of stock. Some are very high-priced, some very low.

If students are interested in understanding stock quotes and the various symbols and information in The Wall Street Journal , the Journal publishes a booklet, offered free to educators, that explains stock quotes in easy-to-read language. They will send a number of copies on request. (See bibliography.)

Ethical discussion: Insider trading

There have been many “insider trading” scandals in the news. Do you really understand what the term means, and what was wrong with the actions taken by these individuals?

n What do you personally believe “insider trading” is? Define it as completely as possible in

your own words, without going to reference materials just now.

n Next look up “insider trading” in a business dictionary. What is the definition given? How

does it differ from your original understanding?

n Why is insider trading considered to be a criminal act? Who is harmed?

n Look through the periodical index and find two articles that describe cases of insider trading.

Summarize what happened in each. What did the people involved do? Why was it considered wrong? Were there mitigating circumstances? Did the parties involved argue that they were not wrong? If so, what justification did they offer?

n In light of your limited research into the question, comment on your observations on insider

trading investigations and prosecutions in terms of the:

n size of the trades involved

n position (occupation) of the person involved

n number of people in the same company involved, and the communication

between them.

n Suppose you are an employee of a company who is negotiating with another, larger company.

Your company is going to sell one of its subsidiaries, based upon the discovery of a new technology, to the larger company, which is in a better position to manufacture and market the product. These negotiations have not as yet been made public. Everyone in your office is talking about buying as many shares in the subsidiary as they can because, when the sale takes place, the stockholders in the subsidiary will be bought out by the larger company at a very advantageous price. Is this insider trading? Why or why not?

Solution

n Students’ own definitions will vary. Many have little idea what the term means. Ask this

question in class before students research the remainder of the exercise, and note down their responses.

FINANCIAL ACCOUNTING INSTRUCTOR’S MANUAL

11-14 Harcourt, Inc.

n The Dictionary of Investing^8 defines insider trading as “the practice of participating in

transactions based on privileged information, gained by one's position and not available to the public. When such transactions affect the price, giving an unfair advantage to the trader, it is illegal."^9

n The wrong is vested in the assumption that the stock market is an even playing field, with any

investor having the same opportunity to gain or lose based on their own research into publicly available information and their actions based on this research. If we assume this is true, then anyone who has access to information that others cannot obtain will gain an unfair advantage over all other investors, and the investors without inside information cannot do as well. This harms the investors without privileged information and the market in general if these trades influence the stock’s price.

n There are a number of cases that have gained notoriety. Students may be interested in reading

the details.

n Insider trading is common, and generally goes unnoticed. Some writers have commented that

the very fact that it is so common makes it difficult for regulators to detect and prosecute offenders. Too many sources of information have limited distribution. The cases that are found out and prosecuted are those that involve substantial amounts of money, or many participants, making them obvious. Also certain individuals, such as those involved in the securities industry, are watched more closely than those more removed from the regular buying and selling of stocks. If too many shares change hands and the trades all seem to center around a related group of people, such as people who all work for the same company, they draw attention to themselves. However, the legal actions focus on the effect the trading has on the market price, so that it is only the larger operations that stand out. The smaller cases profit individually (this does not justify the practice) but have little measurable effect on the market, even for the individual stock in question.

n It is insider trading because you have advance notice of the negotiations. You have

information that has not been made available to all investors. The only way to get out of this is if every one of the shares not held by your company is held by an employee of your company who knows about these negotiations. This is unlikely. However, if the employee trades are relatively minor in number of shares and do not have any significant effect on the market, then the actions would not be considered illegal, by the definition.

LO 4 Treasury Stock

Food for thought: IBM on Black Monday, October, 1987 Late in October of 1987, it was revealed that IBM planned to buy up to $1 billion of its own stock. This news came just a few days after the now-legendary “Black Monday” stock market crash. IBM said that the buy-back had been planned previously, and was not related to the market fall.

They considered their own stock to be a good long-term investment. However, the article noted that many firms were buying large quantities of their own stock in the wake of the market decline.^10

n What could a company hope to accomplish by buying large quantities of its own stock during

a serious decline in market values?

n What conditions must be present in the company to make a large buy-back possible?

n What would IBM do with all this stock? What future benefit might it have?

(^8) Jerry M. Rosenberg, Dictionary of Investing, New York: John Wiley & Sons Inc., 1993. (^9) Ibid. (^10) The Wall Street Journal, October 28, 1987.

FINANCIAL ACCOUNTING INSTRUCTOR’S MANUAL

11-16 Harcourt, Inc.

they intended to send you cash? Why or why not? What is the difference between this situation and a declared stock dividend? Solution

n Stock dividends certainly have value. The stockholder who receives a small stock dividend

hopes (probably correctly) that the stock will recover its market price before the dividend, or close to it, and their shares will be worth more in total. For a large stock dividend, the market price often also increases enough after the dividend to give the shareholder more total market value than they had before the dividend. However, the increase in market value in both cases is merely “paper gain,” not an increase in cash, until the shareholder actually elects to sell some of the stock. The company has not paid out retained earnings, but has reinvested them permanently in the company, in the shareholders' names, by distributing a stock dividend. This unrealized gain cannot be determined, or thus taxed, until shares are sold and an actual dollar amount realized.

n In the second case, an actual dollar amount of gain to the shareholder has been set. The

company declared a cash dividend, a distribution of earnings, in a set amount. The fact that the shareholder in effect asks the company to take his or her gain and buy some stock for it and send that to the shareholder does not alter this. Thus it is taxable like a cash dividend. The difference is in the intent of the company, and the way the dividend is expressed (cash or stock).

LO 7 Stock Splits

Food for thought: Reverse split You have learned about stock splits, their purposes, and their results. Now consider a “reverse split.” What do you think this might be? Why do you think a company might consider one? Look for a recent example of a company activating a reverse split. Explain what happened, and why. Solution A reverse split occurs when a company reduces, rather than increases, the number of shares outstanding. This would of course increase the par value and the market value of each share. The company may be concerned about an erosion in the price of its stock, especially in relation to the stock of companies they consider to be comparable. The decrease in the number of shares available should correct this although it is not guaranteed to accomplish this any more than a regular stock split will always necessarily lower the price to a desired level.

LO 1 Components of Stockholders Equity

In-class exercise: Components of Stockholders Equity Review the stockholders' equity section of Whirlpool’s 1998 balance sheet.

Stockholders’ Equity Common stock, $1 par value: 250 million shares authorized, $ 85 Paid-in capital 321 Retained earnings 2, Unearned restricted stock (3) Cumulative translation adjustments (241) Treasury stock – 6 million shares at cost (241) $2,

CHAPTER 11 — STOCKHOLDERS’ EQUITY

Harcourt, Inc. 11-

n What types of stock does Whirlpool have?

n Whirlpool does not show an “additional paid-in capital” account. What do they show instead?

Does it mean the same thing?

Solution

n In 1998, Whirlpool had only one class of stock, their $1.00 par value common stock.

n Whirlpool calls it simply “Paid-in capital.” The meaning is the same.